FG Imperii Acquisition Corp.

01/15/2026 | Press release | Distributed by Public on 01/15/2026 20:58

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
FG Imperii Investors LLC
2. Date of Event Requiring Statement (Month/Day/Year)
01/15/2026
3. Issuer Name and Ticker or Trading Symbol
FG Imperii Acquisition Corp. [FGII]
(Last) (First) (Middle)
104 S. WALNUT STREET, UNIT 1A
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
ITASCA, IL 60143
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares(2) (1) (1) Class A ordinary shares 4,640,000 (1) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FG Imperii Investors LLC
104 S. WALNUT STREET, UNIT 1A
ITASCA, IL 60143
X

Signatures

By: /s/ Hassan R. Baqar Title: Manager 01/15/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) At the time of our initial business combination, the Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. The Class B ordinary shares have no expiration date.
(2) Includes up to 750,000 Class B ordinary shares that may be surrendered for no consideration by the Reporting Person depending on the extent to which the underwriters of the Issuer's initial public offering exercise their over-allotment option.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
FG Imperii Acquisition Corp. published this content on January 15, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 16, 2026 at 02:58 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]